Terms of Service

These Terms of Service ("Terms") govern access to and use of the Orbit platform ("the Service"), operated by Innovation Solutions ApS, Morsøgade 12, 6700 Esbjerg, CVR 41171081, Denmark ("Innovation Solutions", "we"). The Service is offered exclusively to businesses; it is not directed at consumers.

1. The agreement

By creating an organization on the Service, subscribing, or using the Service on behalf of a company, you confirm that you are authorized to bind that company ("the Customer") and that the Customer accepts these Terms. The agreement consists of these Terms, the Data Processing Agreement (DPA), and the prices presented at checkout.

2. The Service

Orbit is a workforce and operations platform covering, among other things, HR records, recruiting, compliance, projects, assets, and crew scheduling. Innovation Solutions may from time to time modify, update, replace, add, remove or discontinue features, functions, interfaces, workflows or integrations of the Service as part of the continued development, maintenance and operation of the Service. Unless expressly agreed otherwise in writing, no particular feature, function, workflow or integration is guaranteed to remain available throughout the subscription period. The Customer is responsible for determining whether the Service, as made available from time to time, remains suitable for its intended use.

3. Accounts and users

• Subscriptions and billing are managed by the Customer's organization owner. Individual users never pay for access.
• The Customer is responsible for its users' compliance with these Terms and for keeping credentials confidential.
• The Customer must provide accurate company information, including a valid VAT number where applicable.
• The Customer shall ensure that access credentials are not shared with unauthorized persons and shall promptly notify Innovation Solutions of suspected unauthorized access.

4. Trial, fees and payment

• New organizations receive a 14-day free trial. When the trial ends without an active subscription, access to the organization is suspended until a subscription is set up. Customer Data is not deleted by suspension.
• The subscription costs a base fee of EUR 400 per month plus EUR 10 per active member per month. Prices are exclusive of VAT; VAT is applied at checkout where required.
• Fees are billed monthly in advance via Stripe. Changes in member count during a billing period are prorated on the next invoice.
• Discount codes issued by Innovation Solutions are bound to a specific Customer and cannot be transferred.
• If a payment fails, we may retry it and notify the Customer. If it remains unpaid, we may suspend access until payment is made.
• Fee changes are announced at least 30 days in advance and take effect from the following billing period.

5. Term and termination

The subscription runs monthly and renews automatically. The Customer may cancel at any time via the billing portal, effective at the end of the current billing period; fees already paid are not refunded. Either party may terminate for material breach that is not remedied within 14 days of written notice. On expiration or termination, the Customer's right to access and use the Service ends, except for any limited data export period

expressly provided in these Terms. Provisions which by their nature are intended to survive termination shall survive as set out in Clause 14.

6. Customer Data

6.1 Ownership

As between the Customer and Innovation Solutions, the Customer retains all right, title and interest in and to all data, information, documents, records, files and other content submitted, uploaded, entered or otherwise provided to the Service by or on behalf of the Customer ("Customer Data"). No ownership of Customer Data is transferred to Innovation Solutions under these Terms.

6.2 Processing rights

The Customer grants Innovation Solutions a limited, non-exclusive right to host, process, transmit, reproduce and otherwise use Customer Data solely to the extent necessary to provide, maintain, secure and support the Service and otherwise perform Innovation Solutions's obligations under the agreement. Innovation Solutions processes personal data on the Customer's behalf as a data processor under the DPA.

6.3 Customer responsibility

The Customer is responsible for ensuring that it has all rights, permissions and lawful bases necessary to provide Customer Data to Innovation Solutions and to permit its processing through the Service. The Customer is responsible for the accuracy, completeness, quality, legality and integrity of Customer Data supplied by the Customer, its users or third parties.

6.4 Export and deletion

Upon termination, the Customer may request export of its Customer Data within 30 days, after which Innovation Solutions may delete it, subject to applicable law, the DPA and any legally required retention.

6.5 Customer backups

The Customer is responsible for maintaining appropriate copies, exports and backups of Customer Data that is operationally, commercially or legally important to the Customer. The Service shall not be treated as the Customer's sole archival, backup or disaster-recovery solution unless expressly agreed in writing.

6.6 Data categories and ownership

For clarity, the Service may contain (a) Customer Data, including customer-provided or customer-controlled content; (b) Service Data, meaning technical telemetry, diagnostic information, usage statistics and security event information created by the operation of the Service; (c) Aggregated Data as defined below; and (d) Third-Party Materials as defined in Clause 8.5. Classification does not override applicable intellectual-property, confidentiality or personal-data rights. Service Data relating to identified or identifiable persons is personal data and is processed in the role and for the purposes described in the Privacy Policy and DPA. This clause does not assign Customer Data to Innovation Solutions.

6.7 Aggregated Data and analytics

"Aggregated Data" means statistics, measurements, patterns and insights derived from permitted processing and combined or transformed so that they do not identify and cannot reasonably be used to identify a Customer, individual, project, vessel, asset or other confidential source, taking account of reasonably available means of re-identification. Subject to the DPA, documented instructions where Innovation Solutions is a processor, applicable data-protection law and third-party rights, the Customer grants Innovation Solutions a non-exclusive right during the subscription to create Aggregated Data from Customer Data for service quality, performance and security analysis, product improvement, demand forecasting and the development of cross-customer statistical benchmarks. No processing of personal data to create Aggregated Data is authorised beyond the lawful purposes and roles set out in the DPA and Privacy Policy. If the DPA does not authorise a proposed processing activity, it must not occur until the required written instructions or separate lawful arrangement are in place.

6.8 Use and safeguards for Aggregated Data

Innovation Solutions may use and commercialise lawfully created Aggregated Data for platform improvement, statistical reporting, product research and industry benchmarking, including after termination, provided that the outputs remain effectively anonymous and do not disclose Customer Confidential Information or third-party restricted information. Innovation Solutions shall apply appropriate aggregation thresholds, access controls, disclosure testing and re-identification risk assessments, and shall not attempt to re-identify sources. Pseudonymisation alone does not qualify as anonymisation. Customer-identifiable benchmarks or data disclosures require a separate written permission.

6.9 Artificial intelligence and machine learning

Customer Data, including documents, personnel information, project files and identifiable or confidential records, shall not be used to train or fine-tune general-purpose, cross-customer or third-party AI models without a separate express written agreement and any necessary privacy notices, lawful basis, DPA provisions and safeguards. Development or validation using lawfully created Aggregated Data is permitted only where the data is genuinely anonymous, third-party rights allow the use, and the activity does not make Customer Data identifiable or disclose Confidential Information. AI features processing Customer Data solely to provide customer-requested functionality remain subject to the DPA and documented instructions.

6.10 Limitations and third-party information

The Customer must not submit data or content for which it lacks rights or permissions. Nothing in Clauses 6.6-6.9 permits Innovation Solutions to use third-party licensed data, regulatory publications, supplier content, copyrighted materials or confidential information contrary to applicable licence terms, law or an agreement with the relevant rights holder. Innovation Solutions will maintain an internal data-source and licence register identifying source, rights holder, allowed purposes, onward sharing, AI/ML restrictions and retention where practicable.

7. Acceptable use and restrictions

7.1 Acceptable use

The Service must not be used to violate applicable law, to infringe third-party rights, to distribute malware, or to attempt unauthorized access to systems or data. Innovation Solutions may suspend accounts that endanger the security or integrity of the Service, with notice where practicable.

7.2 Restrictions on use and competitive development

The Customer shall not, and shall ensure that its users, employees, affiliates, contractors, consultants, agents and other persons acting on its behalf do not, directly or indirectly:

1. copy, reproduce, modify, adapt, translate, duplicate or create derivative works based upon the Service or any material part thereof;
2. reverse engineer, decompile, disassemble, decode, inspect or otherwise attempt to derive or discover the source code, object code, underlying structure, architecture, data model, algorithms, workflows, logic, methods or technical design of the Service, except to the limited extent that such restriction is prohibited by mandatory applicable law;
3. access, analyse, test or use the Service for the purpose of designing, developing, commissioning, procuring or assisting in the development of a software product, platform or application that reproduces or materially replicates the Service or any material proprietary functionality, structure, workflow or design thereof;
4. use screenshots, specifications, workflows, structures, documentation, confidential information, know-how or other information obtained through access to the Service for the purpose of copying or materially replicating the Service;
5. permit or provide access to the Service to any third party for benchmarking, competitive analysis, reverse engineering or development of a competing or materially similar product or service; or
6. circumvent or attempt to circumvent any technical, security, access or usage restriction implemented in the Service. The restrictions above apply throughout the Customer's trial and subscription period. The restrictions in paragraphs (b) through (e), together with the Customer's confidentiality obligations and all restrictions relating to Innovation Solutions Intellectual Property and Confidential Information, shall continue for six (6) months following expiration or termination of the Customer's subscription, irrespective of the reason for termination. Nothing in this clause prevents the Customer from independently developing or acquiring software that performs similar general business functions, provided that such development or acquisition does not involve the use or disclosure of Innovation Solutions Intellectual Property, Confidential Information or information derived from unauthorized analysis, copying or reverse engineering of the Service.

8. Intellectual property

8.1 Innovation Solutions ownership

Innovation Solutions retains all right, title and interest in and to the Orbit platform and Service, including all associated software, source code, object code, system architecture, database structures, data models, algorithms, workflows, functionality, methodologies, processes, interfaces, APIs, designs, layouts, documentation, specifications, trademarks, trade names, know-how, concepts, configurations, improvements, modifications, updates and derivative works, together with all intellectual property rights relating thereto ("Innovation Solutions Intellectual Property").

8.2 Limited licence

Except for the limited right to use the Service expressly granted under these Terms, no right, title, licence or ownership interest in any Innovation Solutions Intellectual Property is transferred or assigned to the Customer. The Customer receives only a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Service for the Customer's internal business purposes during an active subscription and subject to these Terms.

8.3 Separation of ownership

For the avoidance of doubt, Customer Data remains the property of the Customer, while the software, platform, functionality, structure and technology through which Customer Data is stored, organised, processed, displayed and managed remain the property of Innovation Solutions.

8.4 Feedback and suggestions

The Customer may from time to time provide suggestions, ideas, requests, recommendations, comments or other feedback regarding the Service ("Feedback"). The Customer acknowledges that Innovation Solutions may use, develop, incorporate and commercialise such Feedback in connection with the Service without restriction or obligation to the Customer. To the extent that any intellectual property rights in such Feedback could otherwise vest in the Customer, the Customer grants Innovation Solutions a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable right to use, reproduce, modify, develop, incorporate and commercialise such Feedback as part of or in connection with the Service. This provision does not transfer ownership of Customer Data to Innovation Solutions.

8.5 Third-Party Materials and external services

The Service may use third-party hosting, payment, communication, integration, software libraries, datasets or externally licensed content ("Third-Party Materials"). These remain subject to the intellectual-property rights and licence or service terms of their respective owners. The Customer receives no ownership of such materials and may use them only as incorporated in the Service and to the extent permitted by applicable rights. Innovation Solutions does not represent that third-party content may be extracted, republished, redistributed, used for AI training or sublicensed independently of the Service. A listing of material third-party data/content sources and the scope of customer-facing restrictions may be supplied separately where applicable.

9. Confidentiality

Each party shall keep the other party's non-public information confidential and use it only to perform or receive the benefit of this agreement. Confidential Information includes, in the case of Innovation Solutions, non-public information concerning the Service, its technology, architecture, functionality, workflows, documentation, commercial terms, roadmaps and know-how. A receiving party may disclose Confidential Information only to personnel, professional advisers and contractors who need to know it for the agreement and who are bound by appropriate confidentiality obligations, or where disclosure is required by law. Confidentiality obligations do not apply to information that the receiving party can demonstrate is lawfully public, already lawfully known without restriction, independently developed without use of the other party's Confidential Information, or lawfully received from a third party without restriction.

9.1 Aggregation and confidentiality clarification

Permission to use Aggregated Data under Clause 6 does not permit disclosure of identifiable Customer Confidential Information. Information is not free from confidentiality restrictions merely because personal identifiers have been removed. Any commercial benchmark or publication must satisfy the anonymisation and confidentiality safeguards in Clause 6.8.

10. Customer responsibility, warranties and liability

10.1 Service provided "as is"

The Service is provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, Innovation Solutions makes no representation, warranty or guarantee, whether express or implied, that the Service will be uninterrupted, error-free, secure, complete, accurate, available at any particular time, or suitable for any particular purpose. Innovation Solutions does not warrant that all functions, features, integrations or capabilities required or expected by the Customer are or will be available within the Service.

10.2 Customer assessment and responsibility

The Customer is solely responsible for evaluating and determining whether the Service, its functionality, features, outputs and data are suitable and sufficient for the Customer's intended purpose, operations, processes, regulatory requirements and business requirements. The Customer remains solely responsible for all operational, commercial, technical, HSEQ, compliance and management decisions made using or based upon information contained in or generated by the Service. The Service is a management and information tool and shall not be relied upon as the sole basis for operational, safety-critical, financial, legal, regulatory or compliance decisions.

10.3 Availability, maintenance and modification

Innovation Solutions does not guarantee continuous or uninterrupted availability of the Service. The Service may from time to time be unavailable, restricted, degraded or interrupted as a result of maintenance, updates, upgrades, technical failures, hosting or infrastructure failures, third-party services, security measures or circumstances outside Innovation Solutions's reasonable control. To the fullest extent permitted by applicable law, Innovation Solutions shall not be liable for any loss, damage, cost, expense or operational consequence arising from or relating to such unavailability, interruption, degradation or maintenance.

10.4 Data loss and recovery

To the fullest extent permitted by applicable law, Innovation Solutions shall not be liable for any loss, corruption, alteration, deletion, unavailability or failure to retrieve Customer Data resulting from system failure, breakdown, interruption, maintenance, software error, infrastructure failure, third-party service failure or other technical event.

10.5 Operational reliance and data integrity

The Customer acknowledges that information presented through the Service may depend upon information entered by the Customer, its users or third parties. Innovation Solutions shall not be responsible for the accuracy, completeness, timeliness or integrity of information supplied by the Customer, its users or third

parties. The Customer is responsible for verifying information before relying upon it for operational or business-critical purposes. To the fullest extent permitted by applicable law, Innovation Solutions shall not be liable for consequences arising from incomplete, inaccurate, outdated, corrupted, unavailable or incorrectly entered information, or from decisions made in reliance upon such information.

10.6 Excluded losses

To the fullest extent permitted by applicable law, Innovation Solutions shall not be liable, whether in contract, tort (including negligence), misrepresentation, restitution, breach of statutory duty or otherwise, for:

1. loss of profit, revenue, business, contracts or anticipated savings;
2. loss of production, productivity, utilisation or operational availability;
3. business interruption, operational delay or downtime;
4. loss, corruption, alteration, deletion or unavailability of data;
5. loss of opportunity, goodwill or reputation;
6. costs of replacement systems, substitute services, recovery, reconstruction, re-performance or remedial work;
7. costs, charges, damages, claims or expenses incurred by or payable to any third party;
8. penalties, liquidated damages or other contractual liabilities incurred by the Customer towards any third party; or
9. any indirect, consequential, incidental, special or punitive loss or damage, in each case arising out of or in connection with the Service or the Customer's use of, inability to use or reliance upon the Service.

10.7 Third-party consequences

Innovation Solutions shall have no responsibility for any contractual commitment, service obligation, project obligation, operational commitment, penalty, liability or other obligation that the Customer has towards its clients, contractors, subcontractors, employees, suppliers, service providers or other third parties. The Customer remains solely responsible for managing its obligations towards such third parties.

10.8 Overall limitation of liability

Subject to the exclusions above and except for liability that cannot lawfully be excluded or limited, Innovation Solutions's total aggregate liability arising out of or in connection with the Service or these Terms shall not exceed the fees actually paid by the Customer to Innovation Solutions during the twelve (12) months immediately preceding the event giving rise to the claim.

10.9 Mandatory liability

Nothing in these Terms excludes or limits liability for gross negligence, willful misconduct, or to the extent that such liability cannot lawfully be excluded or limited under applicable Danish law.

11. Changes to these Terms

Innovation Solutions may update these Terms with at least 30 days' notice for material changes. Continued use after the effective date constitutes acceptance. The current version is always available at /legal/terms.

12. Governing law and venue

This agreement is governed by Danish law, excluding its conflict-of-law rules. Disputes are subject to the exclusive jurisdiction of the Danish courts at Innovation Solutions's registered seat.

13. Contact

Innovation Solutions ApS, Morsøgade 12, 6700 Esbjerg, Denmark, CVR 41171081. support@innovationnow.dk or legal@innovationnow.dk.

14. Survival

Expiration or termination of the agreement shall not affect rights or liabilities accrued before termination. Clauses concerning Customer Data and post-termination deletion, restrictions on use and competitive development, Innovation Solutions Intellectual Property, Feedback, confidentiality, warranties and limitation of liability, governing law and venue, together with any other provision which by its nature is intended to survive, shall survive expiration or termination. The specific post-termination restrictions in Clause 7.2 apply for the six (6) month period stated there; intellectual property ownership and confidentiality obligations survive for so long as the relevant rights or information remain protected under applicable law or these Terms.